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EXHIBIT J.2
CORPORATE CUSTODY AGREEMENT
This agreement is between the UNDERSIGNED as Principal and THE XXXXX
NATIONAL BANK OF WASHINGTON, D.C. as Agent.
(1) DELIVERY AND OWNERSHIP OF THE PROPERTY. Principal may deliver from
time to time property acceptable to Xxxxx to be held in accordance
with this agreement. Principal is the owner of all property held
pursuant to this agreement, and Xxxxx is acting as agent of the
Principal for the purposes set forth below.
(2) INVESTMENTS. Xxxxx shall invest, sell, reinvest, and make other
disposition of property only upon the instructions of Principal or
of any Investment Adviser employed by Principal and shall undertake
the collection of any item held as the same matures. Instructions
may be oral, in writing or in any other form acceptable to Xxxxx,
and Principal assumes all risks resulting from action taken by Xxxxx
in good faith on such instructions. Xxxxx shall not be required to
comply with any direction to purchase securities unless there is
sufficient cash available, or with any direction to sell securities
unless such securities are held in the account at the time in
deliverable form. Expenses incurred in effecting any of the
foregoing transactions shall be charged to the account.
(3) INCOME. Xxxxx shall receive the income on the property held by it and
after payment of expenses remit the net income as Principal may
instruct.
(4) STATEMENTS. Xxxxx shall furnish periodically to Principal statements
of assets and statements of receipts and disbursements and shall
furnish annually data for the preceding year to assist Principal in
preparing returns for income tax purposes on the property held by
Agent.
(5) NOMINEE. Xxxxx may register all or any part of the property in a
nominee of Xxxxx, or may retain it unregistered and in bearer form.
(6) PAYMENT OF TAXES. Principal is responsible for the payment of all
taxes assessed on or with respect to any property held by Agent and
any income received and agrees to hold Xxxxx harmless.
(7) COMPENSATION. The compensation of Xxxxx shall be in accordance with
its established fee schedules in effect from time to time. Xxxxx
shall be entitled to reimbursement for expenses.
(8) WITHDRAWAL OF PROPERTY AND TERMINATION OF AGREEMENT. Principal may
withdraw any and all property held hereunder upon giving Xxxxx
written notice. The final withdrawal of all property held by Agent
shall terminate this agreement. Xxxxx shall have the right to
terminate this agreement at any time upon giving the Principal
written notice. Xxxxx shall deliver the property as soon as
practicable upon either a withdrawal or termination, but prior to
delivery may require re-registration of any property held in nominee
form.
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(9) AUTHORITY OF PRINCIPAL. Principal certifies that it has corporate
authority to enter into this agreement. A certified copy of a
resolution authorizing the opening of the account and stating the
names of the corporate officers duly authorized to act on behalf of
Principal is attached hereto. Xxxxx is authorized to follow any and
all instructions received by it from such person or persons until
receipt by it of a certified copy of a new resolution conferring
such authority upon another person or persons.
(10) LAW GOVERNING. The laws of the District of Columbia shall govern the
interpretation of this agreement.
(11) GENERAL INFORMATION. The Corporation Tax Identification Number is
00-0000000.
This agreement shall bind the respective successors and assigns of
the Principal and Agent.
Principal and Xxxxx have executed this agreement in duplicate on
June 27, 1989.
PRINCIPAL
ATTEST: Allied Investment Corporation
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/s/ X.X. XXXXXX By: /s/ XXXXX XXXXXXXXX
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Asst. Secretary President
AGENT:
THE XXXXX NATIONAL BANK OF
WASHINGTON, D.C.
ATTEST:
/s/ XXXXXXX XXXX By: /s/ XXXXXX XXXXX
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Trust Officer Vice President & Trust Officer
